Filing Details
- Accession Number:
- 0001862791-25-000002
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-16 20:00:00
- Filed By:
- Levine Jonathan L
- Company:
- Global Water Resources Inc. (NASDAQ:GWRS)
- Filing Date:
- 2025-04-17
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Levine Jonathan L | 0 | 11,396,120 | 0 | 11,396,120 | 11,396,120 | 41.0% |
| LEVINE WILLIAM S | 0 | 11,396,120 | 0 | 11,396,120 | 11,396,120 | 41.0% |
| Levine Investments Limited Partnership | 11,396,120 | 0 | 11,396,120 | 0 | 11,396,120 | 41.0% |
| Keim, Inc. | 11,396,120 | 0 | 11,396,120 | 0 | 11,396,120 | 41.0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
Global Water Resources, Inc. (Name of Issuer) |
Common Stock, $0.01 per share par value (Title of Class of Securities) |
379463102 (CUSIP Number) |
Gary A. Gotto 3101 N. Central Ave., Ste. 1400 Phoenix, AZ, 85012 6022306322 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 379463102 |
| 1 |
Name of reporting person
Levine Jonathan L | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,396,120.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 379463102 |
| 1 |
Name of reporting person
LEVINE WILLIAM S | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,396,120.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 379463102 |
| 1 |
Name of reporting person
Levine Investments Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ARIZONA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,396,120.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
IRS identification no. 86-0663042
SCHEDULE 13D
|
| CUSIP No. | 379463102 |
| 1 |
Name of reporting person
Keim, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ARIZONA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,396,120.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
IRS identification no. 20-3773260. Keim, Inc. is the sole general partner of Levine Investments Limited Partnership.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 per share par value | |
| (b) | Name of Issuer:
Global Water Resources, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
21410 N. 19TH AVENUE, SUITE 220, PHOENIX,
ARIZONA
, 85027. | |
Item 1 Comment:
EXPLANATORY STATEMENT
This Amendment No. 4 to Schedule 13D (this 'Amendment') amends and supplements the Schedule 13D (as amended, the 'Original Schedule 13D') previously filed by Levine Investments Limited Partnership and William S. Levine with the Securities and Exchange Commission (the 'SEC') on May 13, 2016, as amended by Amendment No. 1 (filed with the SEC on February 21, 2017), Amendment No. 2 (filed with the SEC on January 5, 2018), and Amendment No. 3 (filed with the SEC on February 9, 2023), relating to the common stock, par value $0.01 per share, of Global Water Resources, Inc., a Delaware corporation. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings set forth in the Original Schedule 13D. Except as specifically set forth herein, the Original Schedule 13D remains unmodified. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by and on behalf of Levine Investments Limited Partnership, an Arizona limited partnership, Keim, Inc., an Arizona corporation (which is the sole general partner of Levine Investments Limited Partnership), William S. Levine, an individual and the Chairman of Keim, Inc., and Jonathan L. Levine, an individual and the President of Keim, Inc. Each of the foregoing is referred to as a 'Reporting Person' and collectively as the 'Reporting Persons.' Each of the Reporting Persons is a party to a Joint Filing Agreement, which is attached hereto as Exhibit A. Accordingly, the Reporting Persons are filing this joint Schedule 13D. | |
| (b) | The business address for each of the Reporting Persons is 2801 E. Camelback Rd. Suite 450, Phoenix, Arizona 85016. | |
| (c) | The principal business of Levine Investments Limited Partnership is engaging in various investments. Keim, Inc. is the sole general partner of Levine Investments Limited Partnership. William S. Levine beneficially holds fifty percent (50%) of the outstanding voting stock of Keim, Inc., and is the Chairman of Keim, Inc. Jonathan L. Levine beneficially holds fifty percent (50%) of the outstanding voting stock of Keim, Inc., and is the President of Keim, Inc. | |
| (d) | During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities law, or finding any violations with respect to such laws. | |
| (f) | Levine Investments Limited Partnership is a limited partnership organized under the laws of the State of Arizona. Keim, Inc. is a corporation organized under the laws of the State of Arizona. William S. Levine and Jonathan L. Levine are each a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D as previously amended is hereby further amended to add the following paragraphs:
On May 29, 2018, William S. Levine acquired 25,000 shares of the Common Stock at $7.50 per share using personal funds. Such shares are held by the Levine Family Trust 'A', for which each of William S. Levine and Jonathan L. Levine serve as trustee.
On August 1, 2022, Levine Investments Limited Partnership purchased 541,000 shares of the Common Stock for $7,303,500, approximately $13.50 per share, using personal funds.
On March 27, 2025, Levine Investments Limited Partnership purchased 1,187,200 shares of the Common Stock for $11,872,000, $10.00 per share, using personal funds. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the shares of Common Stock of the Company with the intent of holding the shares for investment purposes, but may consider and pursue a variety of alternatives, including, without limitation, selling the shares.
This report shall not be deemed an admission by any person or entity identified herein that he or it is the beneficial owner of Common Stock except as provided herein; and each person or entity identified herein disclaims beneficial ownership of such Common Stock except to the extent of his or its pecuniary interest therein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Levine Investments Limited Partnership beneficially owns 11,396,120 shares of the Company's Common Stock, representing approximately 41 percent of the Company's Common Stock outstanding. Keim, Inc. is the sole general partner of Levine Investments Limited Partnership and is a beneficial owner of the 11,396,120 shares of Common Stock of the Company held by Levine Investments Limited Partnership. Jonathan L. Levine is the president of Keim, Inc. and holds 50 percent of the outstanding voting stock thereof and is a beneficial owner of the 11,396,120 shares of Common Stock of the Company held by Levine Investments Limited Partnership. William S. Levine is the chairman of Keim, Inc. and holds 50 percent of the outstanding voting stock thereof and is a beneficial owner of the 11,396,120 shares of Common Stock of the Company held by Levine Investments Limited Partnership. William S. Levine and Jonathan L. Levine are also beneficial owners of 50,000 shares of Common Stock of the Company held by the Levine Family Trust 'A', for which each of William S. Levine and Jonathan L. Levine serves as trustee. The 11,396,120 shares of Common Stock of the Company of which William S. Levine and Jonathan L. Levine are a beneficial owner represent approximately 41 percent of the Company's Common Stock outstanding. | |
| (b) | Levine Investments Limited Partnership has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition, of the shares of Common Stock beneficially owned by it. As the sole general partner of Levine Investments Limited Partnership, Keim, Inc. has the sole power to cause Levine Investments Limited Partnership to exercise its powers with respect to the voting and disposition of Common Stock of the Company. As the holders of 100% of the outstanding voting stock of Keim, Inc., and as chairman and president, respectively, of Keim, Inc., William S. Levine and Jonathan L. Levine have the shared power to cause Keim, Inc. to exercise its powers as the sole general partner of Levine Investments Limited Partnership. William S. Levine and Jonathan L. Levine have shared power to vote or direct the vote, and the sole power to dispose or to direct the disposition, of 50,000 shares of Common Stock of the Company held by the Levine Family Trust 'A', for which each of William S. Levine and Jonathan L. Levine serves as trustee. | |
| Item 7. | Material to be Filed as Exhibits. | |
Joint Filing Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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